Exhibit 10.5
CONFORMED COPY
Dated 23 October 2001
ACE LIMITED
as Account Party
ACE BERMUDA INSURANCE LTD.
as Guarantor
CITIBANK, N.A.
as Arranger
BARCLAYS BANK PLC
And
ING BARINGS
as Co-Arrangers
CITIBANK INTERNATIONAL PLC
as Agent and Security Trustee
and
OTHERS
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AMENDMENT AGREEMENT
RELATING TO A LETTER OF CREDIT FACILITY
AGREEMENT, AS PREVIOUSLY AMENDED AND
RESTATED
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CONFORMED COPY
THIS AMENDMENT AGREEMENT is made the 23rd day of October 2001
BETWEEN
(1) ACE LIMITED (the "Account Party");
(2) ACE BERMUDA INSURANCE LTD. (the "Guarantor");
(3) CITIBANK, N.A. (the "Arranger");
(4) BARCLAYS BANK PLC and ING BARINGS (the "Co-Arrangers");
(5) CITIBANK INTERNATIONAL plc (the "Agent" and "Security Trustee"); and
(6) THE FINANCIAL INSTITUTIONS named in Schedule 1 (the "Banks").
WHEREAS
(A) By a letter of credit facility agreement dated 19 November 1999
(the "Facility Agreement") the Account Party was granted a letter
of credit facility in an aggregate amount of (pounds)290,000,000.
(B) By an amendment and restatement agreement dated 17 November 2000
(the "Amendment and Restatement Agreement") the parties thereto
increased the amount of the facility to (pounds)390,000,000 and
amended and restated the Facility Agreement upon the terms and
subject to the conditions set out therein.
(C) The parties hereto wish to amend the covenants in the Facility
Agreement, as amended by the Amendment and Restatement Agreement,
(the "Amended and Restated Facility Agreement") as set out below.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Incorporation of Defined Terms
Terms defined in the Amended and Restated Facility Agreement and
not otherwise defined herein shall have the same meaning in this
Agreement.
1.2 Clauses
(a) In this Agreement any reference to a "Clause" or
"Schedule" is, unless the context otherwise requires, a
reference to a Clause or Schedule of this Agreement.
(b) Clause and Schedule headings are for ease of reference only.
2. AMENDMENT
2.1 Amendment of the Amended and Restated Facility Agreement
With effect from the date hereof the Amended and Restated Facility
Agreement shall be amended as set out in Schedule 2 (Amendments to
Amended and Restated Facility Agreement).
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CONFORMED COPY
3. REPRESENTATIONS
The Account Party and the Guarantor make the Representations set
out in Clause 14 (Representations) of the Amended and Restated
Facility Agreement as if each reference in those Representations to
"this Agreement" includes a reference to (a) this Agreement and (b)
the Amended and Restated Facility Agreement.
4. CONTINUITY AND FURTHER ASSURANCE
4.1 Continuing obligations
The provisions of the Amended and Restated Facility Agreement
shall, save as amended in this Agreement, continue in full force
and effect.
4.2 Further assurance
Each of the Account Party and the Guarantor shall, at the request
of the Agent and at its own expense, do all such acts and things
necessary or desirable to give effect to the amendments effected or
to be effected pursuant to this Agreement.
5. FEES, COSTS AND EXPENSES
5.1 Transaction expenses
The Account Party shall promptly on demand pay the Agent the amount
of all costs and expenses (including legal fees) reasonably
incurred by the Agent in connection with the negotiation,
preparation, printing and execution of this Agreement and any other
documents referred to in this Agreement.
5.2 Enforcement costs
The Account Party shall, within three Business Days of demand, pay
to each Bank the amount of all costs and expenses (including legal
fees) incurred by that Bank in connection with the enforcement of,
or the preservation of any rights under, this Agreement.
5.3 Stamp taxes
The Account Party shall pay and, within three Business Days of
demand, indemnify each Bank against any cost, loss or liability
that each such Bank incurs in relation to all stamp duty,
registration and other similar taxes payable in respect of this
Agreement.
6. MISCELLANEOUS
6.1 Governing Law
This Agreement shall be governed by and construed in accordance
with English Law.
6.2 Incorporation of terms
The provisions of clause 30.2 (Partial Invalidity) and Clause 35
(Jurisdiction) of the Amended and Restated Facility Agreement shall
apply, mutatis mutandis, hereto.
6.3 Counterparts
This Agreement may be executed in any number of counterparts and
this has the same effect as if the signatures on the counterparts
were on a single copy of this Agreement.
THIS AGREEMENT has been entered into on the date stated at the beginning of
this Agreement.
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CONFORMED COPY
SCHEDULE 1
THE BANKS
Citibank, N.A.
Barclays Bank PLC
ING Bank N.V., London Branch
National Westminster Bank PLC
Lloyds TSB Bank plc
ABN AMRO Bank N.V., London Branch
Credit Lyonnais New York Branch
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CONFORMED COPY
SCHEDULE 2
AMENDMENTS TO AMENDED AND RESTATED FACILITY AGREEMENT
(1) Sub-clause 15.9.18 of the Amended and Restated Facility Agreement
shall be amended by deleting the word "and" immediately after the
semi-colon at the end thereof.
(2) Sub-clause 15.9.19 of the Amended and Restated Facility Agreement
shall be amended by replacing the full-stop at the end thereof with
a semi-colon followed by the word "and".
(3) Clause 15.9 (Liens) of the Amended and Restated Facility Agreement
shall be amended by inserting the following sub-clause immediately
after sub-clause 15.9.19:
15.9.20 Liens on securities arising out of repurchase agreements
with a term of not more than three months entered into
with "Lenders" (as such term is defined in the Five Year
US Facility) or their Affiliates or with securities
dealers of recognised standing; provided that the
aggregate amount of all assets of the Account Party and
its Subsidiaries subject to such agreements shall not at
any time exceed US$800,000,000.
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CONFORMED COPY
SIGNATURES
ACE LIMITED as Account Party
By: Chris Marshall, Chief Financial Officer
ACE BERMUDA INSURANCE LTD. as Guarantor
By: Chris Marshall, Director
CITIBANK INTERNATIONAL PLC, on its own behalf as Agent and Security
Trustee, and on behalf of:
CITIBANK, N.A as Arranger
BARCLAYS BANK PLC and ING BARINGS as Co-Arrangers
ABN AMRO BANK N.V., LONDON BRANCH
BARCLAYS BANK PLC
CITIBANK, N.A.
CREDIT LYONNAIS NEW YORK BRANCH
ING BANK N.V., LONDON BRANCH
LLOYDS TSB BANK PLC and
NATIONAL WESTMINSTER BANK PLC as Banks
By: Pareejat Singhal
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